<PAGE>

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                   FORM 10-K

[x]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2001

                          Commission File No. 1-14473

                           Sky Financial Group, Inc.
            (Exact Name of Registrant as Specified in its Charter)

           Ohio                                       34-1372535
(State of Other Jurisdiction of                     (IRS Employer
Incorporation or Organization)                  Identification Number)

221 South Church Street, Bowling Green, Ohio            43402
(Address of Principal Executive Office)               (Zip Code)

                                (419) 327-6300
                        (Registrant's Telephone Number)

Securities registered pursuant to Section 12 (b) of the Act:  None
Securities registered pursuant to Section 12 (g) of the Act:

                        Common Stock, without par value
                               (Title of class)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.     Yes [X]   No [_]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of the Form 10-K.  [X]

Based on the closing sales price of March 25, 2002 the aggregate market
value of the voting stock held by non-affiliates of the Registrant was
approximately $1,680,535,945.

The number of shares outstanding of the Registrant's common stock, without par
value was 82,456,119 at March 25, 2002.

Certain specifically designated portions of Sky Financial Group, Inc.'s
2001 Annual Report to Shareholders are incorporated by reference into Parts I,
II and IV of this Form 10-K.  Certain specifically designated portions of Sky
Financial Group, Inc.'s definitive Proxy Statement for its 2002 Annual Meeting
of Shareholders dated March 4, 2002 are incorporated by reference into Part III
of this Form 10-K.
<PAGE>

                                     INDEX

<TABLE>
<CAPTION>
                                                                  10-K
                                                                  Page
<S>                                                               <C>
PART I

Item 1.  Business ...........................................       3

Item 2.  Properties .........................................      11

Item 3.  Legal Proceedings ..................................      11

Item 4.  Submission of Matters to a Vote of Security
         Holders ............................................      11


PART II

Item 5.  Market for Registrant's Common Stock and Related
         Shareholder Matters ................................      11

Item 6.  Selected Financial Data ............................      11

Item 7.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations ................      11

Item 7A. Quantitative and Qualitative Disclosures About
         Market Risk ........................................      12

Item 8.  Financial Statements and Supplementary Data ........      12

Item 9.  Changes in and Disagreements with Accountants on
         Accounting and Financial Disclosure ................      12


PART III

Item 10. Directors and Executive Officers of Registrant .....      12

Item 11. Executive Compensation .............................      14

Item 12. Security Ownership of Certain Beneficial Owners
         and Management .....................................      14

Item 13. Certain Relationships and Related Transactions .....      15


PART IV

Item 14. Exhibits, Financial Statement Schedules and
         Reports on Form 8-K ................................      15

Signatures ..................................................      17

Exhibit Index ...............................................      19
</TABLE>

                                       2
<PAGE>

PART I


Item 1.   INFORMATION ABOUT SKY FINANCIAL GROUP, INC.

Sky Financial Group, Inc. (Sky Financial) is a financial holding company
headquartered in Bowling Green, Ohio, that owns one commercial bank primarily
engaged in commercial and consumer banking business at over 210 banking centers
and 200 ATMs located in Ohio, southern Michigan, western Pennsylvania, eastern
Indiana and northern West Virginia. Sky Financial also operates businesses
relating to commercial finance lending, insurance, trust and other related
financial services. Based on total assets as of December 31, 2001, Sky Financial
was the 7th largest bank holding company based in Ohio.

The Holding Company

Sky Financial's corporate philosophy is to operate as a locally-oriented,
community-based financial service organization, augmented by experienced,
centralized support from Sky Financial in select critical areas. This local
market orientation is reflected in its financial service centers and regional
advisory boards comprised of local business persons, professionals and other
community representatives, that assist the bank's financial centers in
responding to local banking needs. Sky Financial's bank subsidiary concentrates
on customer service and business development, while relying upon the support of
Sky Financial for operational functions which are not readily visible to
customers and those which are critical to risk management. Asset quality review,
mortgage banking activities, financial reporting, investment activities,
internal audit, compliance and funds management are among the functions which
are managed at the holding company level.

Sky Financial's market area is economically diverse, with a base of
manufacturing, service industries, transportation and agriculture, and thus Sky
Financial is not dependent upon any single industry or employer. Similarly, Sky
Financial's customer base is diverse, and Sky Financial and its subsidiaries are
not dependent upon any single industry or upon any single customer.

Sky Financial's strategic plan includes expansion, market diversification and
growth of its fee-based income through internal business formations, growth
internally and through acquisitions of financial institutions, branches and
financial service businesses. Sky Financial seeks acquisition partners which
have experienced management, and possess either significant market presence or
have potential for improved profitability through financial management,
economies of scale and expanded services.

There is significant competition among commercial banks in Sky Financial's
market area.  As a result of the deregulation of the financial services
industry, Sky Financial also competes with other providers of financial
services such as savings and loan associations, credit unions, consumer finance
companies, securities firms, insurance companies, commercial finance and
leasing companies, the mutual funds industry, full service brokerage firms and
discount brokerage firms.  Some of Sky Financial's competitors, including
certain regional bank holding companies which have made acquisitions in Sky
Financial's market area, have greater resources than those of Sky

                                       3
<PAGE>

Financial, and as such, may have higher lending limits and may offer other
services not available through Sky Financial's bank and non-bank subsidiaries.
The Bank and non-bank subsidiaries compete on the basis of rates of interest
charged on loans, the rates of interest paid for funds, the availability of
services and the responsiveness to the needs of its customers.

Sky Financial's executive offices are located at 221 South Church Street,
Bowling Green, Ohio, and its telephone number is 419-327-6300.

The Bank Subsidiary

Sky Bank, headquartered in Salineville, Ohio, is the result of the December
31,2001 combination of three Sky Financial subsidiaries: Sky Bank, Sky Bank -
Mid Am Region and Sky Bank - Ohio Bank Region.  Sky Bank had total assets of
$8.72 billion at December 31, 2001, and operates banking centers in Ohio,
western Pennsylvania, southeastern Michigan, eastern Indiana and northern West
Virginia.

The Financial Services Subsidiaries

Sky Trust, N.A. (Sky Trust), a wholly-owned subsidiary of Sky Financial, is
headquartered in Pepper Pike, Ohio, and provides a full range of trust and
employee benefit services to its commercial and consumer clients.

Celaris Group, Inc. (Celaris) Bowling Green, Ohio, acquired on January 28,2002,
Picton Cavanaugh, Inc. (Picton Cavanaugh), Toledo, Ohio and Meyer & Eckenrode
Insurance Group, Inc. (Meyer & Eckenrode), Carnegie, Pennsylvania are Sky
Financial's full service insurance agencies offering a variety of insurance
products and services to its customers.

Sky Financial Solutions, Inc. (SFS) is Sky Financial's specialized
medical/dental financing unit based in Columbus, Ohio.  From its formation in
1996, SFS has offered equipment and practice acquisition financing to medical
and dental professionals throughout the United States. In mid-year 2000, Sky
Financial Group discontinued selling SFS financing originations to funding
sources in the secondary market and began retaining them in its loan portfolio.

Freedom Financial Life Insurance Company (Freedom), owned by Sky Financial
since 1985, is organized and chartered under the laws of the State of Arizona.
Freedom is a reinsurance company providing credit life and accident and health
insurance coverage to loan customers of Sky Bank.

Sky Investments, Inc. (SII), Bryan, Ohio was Sky Financial's broker/dealer
affiliate, which provided its customers investment services throughout the
United States through its registered representatives.  On March 15, 2001, Sky
Financial announced the completion of its sale of SII.SII also provide non-
depository investment products to the customers of Sky Bank.

Sky Technology Resources, Inc. (Sky Tech) is Sky Financial's data processing
and operations affiliate which, through its facilities in Bowling Green, Ohio
and East Liverpool, Ohio, provide comprehensive back-room services and support

                                       4
<PAGE>

to Sky Financial's affiliates. The Company anticipates that Sky Tech will be
merged with and into Sky Bank, effective March 31, 2002.

Sky Financial has various other subsidiaries that are not significant to the
consolidated entity.

Supervision and Regulation

Introduction

     Sky Financial, its banking subsidiary and many of its nonbanking
subsidiaries are subject to extensive regulation by federal and state agencies.
The regulation of bank holding companies and their subsidiaries is intended
primarily for the protection of depositors, federal deposit insurance funds and
the banking system as a whole and not for the protection of security holders.
Although Sky Financial is recognized as an Financial Holding Company, most
regulations pertaining to Bank Holding Companies also apply to it.

     As discussed in more detail below, this regulatory environment, among other
things, may restrict Sky Financial's ability to diversify into certain areas of
financial services, acquire depository institutions in certain states and pay
dividends on its capital stock. It may also require Sky Financial to provide
financial support to its banking subsidiary, maintain capital balances in excess
of those desired by management and pay higher deposit insurance premiums as a
result of the deterioration in the financial condition of depository
institutions in general.

Regulatory Agencies

     Holding Company. Sky Financial, as a bank holding company, is subject to
regulation under the Bank Holding Company Act of 1956, as amended,(BHCA) and to
inspection, examination and supervision by the Board of Governors of the Federal
Reserve System under the BHCA.  On October 20, 2000, Sky Financial's election to
be designated a "financial holding company" was approved by the Federal Reserve
Board.

     Subsidiary Bank. Sky Financial's banking subsidiary is subject to
regulation and examination primarily by the Ohio Division of Financial
Institutions and the Federal Reserve Board and secondarily by the Federal
Deposit Insurance Corporation (FDIC). Sky Trust NA, the Sky Financial's trust
services affiliate is regulated by the Office of the Comptroller of the
Currency.

     Financial Service Subsidiaries. Many of Sky Financial's financial services
subsidiaries also are subject to regulation by the Federal Reserve Board and
other applicable federal and state agencies.   Sky Financial's insurance
subsidiaries are subject to regulation by applicable state insurance regulatory
agencies. Other nonbank subsidiaries of Sky Financial are subject to the laws
and regulations of both the federal government and the various states in which
they conduct business.

     Securities and Exchange Commission (SEC) and Nasdaq. Sky Financial is also
under the jurisdiction of the SEC and certain state securities commissions for
matters relating to the offering and sale of its securities. Sky Financial is
subject to the disclosure and regulatory requirements of the Securities Act of
1933, as amended, and the Securities Exchange Act of 1934, as amended, as
administered by the SEC. Sky Financial is listed on The Nasdaq Stock Market
under the trading symbol "SKYF," and is subject to the rules of Nasdaq.

Bank Holding Company Activities

     Interstate Banking. Under the Riegle-Neal Interstate Banking and Branching
Efficiency Act of 1994, as amended ("Riegle-Neal Act"), a bank holding company
may acquire banks in states other than its home state, subject to any state

                                       5
<PAGE>

requirement that the bank has been organized and operating for a minimum period
of time, not to exceed five years, and the requirement that the bank holding
company not control, prior to or following the proposed acquisition, more than
10% of the total amount of deposits of insured depository institutions
nationwide or, unless the acquisition is the bank holding company's initial
entry into the state, more than 30% of such deposits in the state, or such
lesser or greater amount set by the state.

     The Riegle-Neal Act also authorizes banks to merge across state lines,
thereby creating interstate branches. States were permitted for a period of time
to opt out of the interstate merger authority provided by the Riegle-Neal Act
and, by doing so, prohibit interstate mergers in the state. Sky Financial will
be unable to consolidate its banking operations in one state with those of
another state if either state in question has opted out of the Riegle-Neal Act.
Banks are also permitted to acquire and to establish de novo branches in other
states where authorized under the laws of those states.

     Regulatory Approval. In determining whether to approve a proposed bank
acquisition, federal banking regulators will consider, among other factors, the
effect of the acquisition on competition, the public benefits expected to be
received from the acquisition, the projected capital ratios and levels on a
post-acquisition basis, and the acquiring institution's record of addressing the
credit needs of the communities it serves, including the needs of low and
moderate income neighborhoods, consistent with the safe and sound operation of
the bank, under the Community Reinvestment Act of 1977.

Dividend Restrictions

     Sky Financial is a legal entity separate and distinct from its subsidiary
bank and other subsidiaries. Its principal source of funds to pay dividends on
its common and preferred stock and debt service on its debt is dividends from
its subsidiaries. Various federal and state statutory provisions and regulations
limit the amount of dividends that Sky Bank may pay without regulatory approval.
Dividends payable by a state chartered bank are limited to the lesser of the
bank's undivided profits and the bank's retained net income for the current year
plus its retained net income for the preceding two years (less any required
transfers to capital surplus) up to the date of any dividend declaration in the
current calendar year.

     Federal bank regulatory agencies have the authority to prohibit Sky Bank
from engaging in unsafe or unsound practices in conducting its business. The
payment of dividends, depending on the financial condition of the bank, could be
deemed an unsafe or unsound practice. The ability of Sky Bank to pay dividends
in the future is currently influenced, and could be further influenced, by bank
regulatory policies and capital guidelines.

Holding Company Structure

     Transfer of Funds from Banking Subsidiary. Sky Financial's banking
subsidiary is subject to restrictions under federal law that limit the transfer
of funds or other items of value from this subsidiary to Sky Financial and its
nonbanking subsidiaries, including affiliates, whether in the form of loans and
other extensions of credit, investments and asset purchases, or as other
transactions involving the transfer of value from a subsidiary to an affiliate
or for the benefit of an affiliate. Unless an exemption applies, these
transactions by a banking subsidiary with a single affiliate are limited to 10%
of the subsidiary bank's capital and surplus and, with respect to all covered
transactions with affiliates in the aggregate, to 20% of the subsidiary bank's
capital and surplus. Moreover, loans and extensions of credit to affiliates
generally are required to be secured in specified amounts. A bank's transactions
with its nonbank affiliates are also generally required to be on arm's-length
terms.

                                       6
<PAGE>

     Source of Strength Doctrine. Under current Federal Reserve Board policy,
Sky Financial is expected to act as a source of financial and managerial
strength to its subsidiary bank and, under appropriate circumstances, to commit
resources to support such subsidiary bank. This support could be required at
times when Sky Financial might not have the resources to provide it.

     Capital loans from Sky Financial to its subsidiary bank are subordinate in
right of payment to deposits and certain other indebtedness of the subsidiary
bank. In the event of Sky Financial's bankruptcy, any commitment by Sky
Financial to a federal bank regulatory agency to maintain the capital of a
subsidiary bank will be assumed by the bankruptcy trustee and entitled to a
priority of payment.

     Depositor Preference. The Federal Deposit Insurance Act provides that, in
the event of the "liquidation or other resolution" of an insured depository
institution, the claims of depositors of the institution, including the claims
of the FDIC as subrogee of insured depositors, and certain claims for
administrative expenses of the FDIC as a receiver will have priority over other
general unsecured claims against the institution. If an insured depository
institution fails, insured and uninsured depositors, along with the FDIC, will
have priority in payment ahead of unsecured, nondeposit creditors, including Sky
Financial, with respect to any extensions of credit they have made to such
insured depository institution.

     Liability of Commonly Controlled Institutions. The deposits of Sky Bank are
insured by the FDIC. FDIC-insured depository institutions can be held liable for
any loss incurred, or reasonably expected to be incurred, by the FDIC due to the
default of an FDIC-insured depository institution controlled by the same bank
holding company, or for any assistance provided by the FDIC to an FDIC-insured
depository institution controlled by the same bank holding company that is in
danger of default. "Default" means generally the appointment of a conservator or
receiver. "In danger of default" means generally the existence of certain
conditions indicating that a default is likely to occur in the absence of
regulatory assistance.

Capital Requirements

     General. Sky Financial is subject to risk-based capital requirements and
guidelines imposed by the Federal Reserve Board. These are substantially similar
to the capital requirements and guidelines imposed by the OCC and the FDIC on
the depository institutions under their jurisdictions. For this purpose, a
depository institution's or holding company's assets, and some of its specified
off-balance sheet commitments and obligations, are assigned to various risk
categories. A depository institution's or holding company's capital, in turn, is
classified in one of three tiers, depending on type:

<TABLE>
<CAPTION>
Core ("Tier 1") Capital             Supplementary ("Tier 2") Capital      Market Risk ("Tier 3") Capital
-----------------------             --------------------------------      ------------------------------
<S>                                 <C>                                   <C>
.. common equity                     among other items:                    . qualifying unsecured
.. retained earnings                 . perpetual preferred stock not       subordinated debt
.. qualifying noncumulative          meeting the Tier 1 definition
perpetual preferred stock           . qualifying mandatory convertible
.. a limited amount of               securities
qualifying cumulative               . qualifying subordinated debt
perpetual stock atthe holding       . allowances for loan and lease
company level                       losses, subject to limitations
.. minority interests in equity
accounts of consolidated
subsidiaries
</TABLE>


                                       7
<PAGE>

.. less goodwill, most
intangible assets and
certain other assets

  Sky Financial, like other bank holding companies, currently is required to
maintain Tier 1 capital and "total capital" (the sum of Tier 1, Tier 2 and Tier
3 capital) equal to at least 4% and 8%, respectively, of its total risk-weighted
assets (including various off-balance-sheet items, such as standby letters of
credit). For a holding company to be considered "well capitalized" for
regulatory purposes, its Tier 1 and total capital ratios must be 6% and 10% on a
risk-adjusted basis, respectively. At December 31, 2001, Sky Financial met both
requirements, with Tier 1 and total capital equal to 9.3% and 11.3% of its
respective total risk-weighted assets.

  Federal Reserve Board, FDIC and state rules require Sky Financial to
incorporate market and interest rate risk components into its risk-based capital
standards. Under these market risk requirements, capital is allocated to support
the amount of market risk related to a financial institution's ongoing trading
activities.

  The Federal Reserve Board also requires bank holding companies to maintain a
minimum "leverage ratio" (Tier 1 capital to adjusted total assets) of 3% if the
holding company has the highest regulatory rating and meets other requirements,
or of 3% plus an additional "cushion" of at least 100 to 200 basis points (one
to two percentage points) if the holding company does not meet these
requirements. Sky Financial's leverage ratio at December 31, 2001 was 7.6%.

  The Federal Reserve Board may set capital requirements higher than the
minimums described above for holding companies whose circumstances warrant it.
For example, holding companies experiencing or anticipating significant growth
may be expected to maintain capital positions substantially above the minimum
supervisory levels without significant reliance on intangible assets. The
Federal Reserve Board has also indicated that it will consider a "tangible Tier
1 capital leverage ratio" (deducting all intangibles) and other indications of
capital strength in evaluating proposals for expansion or new activities.

  Sky Bank is subject to similar risk-based and leverage capital requirements
adopted by the Federal Reserve Board. Sky Financial's management believes that
Sky Bank meets all capital requirements to which it is subject.

  Failure to meet capital requirements could subject a bank to a variety of
enforcement remedies, including the termination of deposit insurance by the
FDIC, and to restrictions on its business, which are described under the next
paragraph.

  Federal Deposit Insurance Corporation Improvement Act of 1991. The Federal
Deposit Insurance Corporation Improvement Act of 1991 (the "FDICIA"), among
other things, identifies five capital categories for insured depository
institutions: well capitalized, adequately capitalized, undercapitalized,
significantly undercapitalized and critically undercapitalized. It requires U.S.
federal bank regulatory agencies to implement systems for "prompt corrective
action" for insured depository institutions that do not meet minimum capital
requirements based on these categories. The FDICIA imposes progressively more
restrictive constraints on operations, management and capital distributions,
depending on the category in which an institution is classified. Unless a bank
is well capitalized, it is subject to restrictions on its ability to offer
brokered deposits and on other aspects of its operations. The FDICIA generally
prohibits a bank from paying any dividend or making any capital distribution or
paying any management fee to its holding company if the bank would thereafter be
undercapitalized. An undercapitalized bank  must develop a capital restoration
plan, and its parent holding company must guarantee the bank's  compliance with
the plan up to the lesser of 5% of the bank's  assets at the time it became
undercapitalized and the amount needed to comply with the plan.

                                       8
<PAGE>

  As of December 31, 2001, Sky Financial believes that its bank subsidiary was
well capitalized, based on the prompt corrective action ratios and guidelines
described above. A bank's capital category is determined solely for the purpose
of applying the  prompt corrective action regulations, and the capital category
may not constitute an accurate representation of the bank's overall financial
condition or prospects for other purposes.

Deposit Insurance Assessments

  The FDIC insures the deposits of Sky Financial's depository institution
subsidiary up to prescribed limits for each depositor. The amount of FDIC
assessments paid by each Bank Insurance Fund (BIF) member institution is based
on its relative risk of default as measured by regulatory capital ratios and
other factors. Specifically, the assessment rate is based on the institution's
capitalization risk category and supervisory subgroup category. An institution's
capitalization risk category is based on the FDIC's determination of whether the
institution is well capitalized, adequately capitalized or less than adequately
capitalized. An institution's supervisory subgroup category is based on the
FDIC's assessment of the financial condition of the institution and the
probability that FDIC intervention or other corrective action will be required.

  The FDIC may increase or decrease the assessment rate schedule on a semi-
annual basis. An increase in the assessment rate could have a material adverse
effect on Sky Financial's earnings, depending on the amount of the increase. The
FDIC is authorized to terminate a depository institution's deposit insurance
upon a finding by the FDIC that the institution's financial condition is unsafe
or unsound or that the institution has engaged in unsafe or unsound practices or
has violated any applicable rule, regulation, order or condition enacted or
imposed by the institution's regulatory agency. The termination of deposit
insurance for Sky Bank could have a material adverse effect on Sky Financial's
earnings, depending on the collective size of the particular institutions
involved.

Fiscal And Monetary Policies

  Sky Financial's business and earnings are affected significantly by the fiscal
and monetary policies of the federal government and its agencies. Sky Financial
is particularly affected by the policies of the Federal Reserve Board, which
regulates the supply of money and credit in the United States. Among the
instruments of monetary policy available to the Federal Reserve are (a)
conducting open market operations in United States government securities, (b)
changing the discount rates of borrowings of depository institutions, (c)
imposing or changing reserve requirements against depository institutions'
deposits, and (d) imposing or changing reserve requirements against certain
borrowing by banks and their affiliates. These methods are used in varying
degrees and combinations to affect directly the availability of bank loans and
deposits, as well as the interest rates charged on loans and paid on deposits.
For that reason alone, the policies of the Federal Reserve Board have a material
effect on the earnings of Sky Financial.

Privacy Provisions of Gramm-Leach-Bliley Act

  Under the GLB Act federal banking regulators were required to adopt rules that
will limit the ability of banks and other financial institutions to disclose
non-public information about consumers to nonaffiliated third parties. These
limitations require disclosure of privacy policies to consumers and, in some
circumstances, allow consumers to prevent disclosure of certain personal
information to nonaffiliated third parties. Federal banking regulators issued
final rules on May 10, 2000. The rules were effective November 13, 2000, but
compliance was optional until July 1, 2001. The privacy provisions of the GLB

                                       9
<PAGE>

Act affect how consumer information is transmitted through diversified financial
companies and conveyed to outside vendors.

Future Legislation

  Various legislation, including proposals to change substantially the financial
institution regulatory system and to expand or contract the powers of banking
institutions and bank holding companies, is from time to time introduced in
Congress. This legislation may change banking statutes and the operating
environment of Sky Financial and its subsidiaries in substantial and
unpredictable ways. If enacted, such legislation could increase or decrease the
cost of doing business, limit or expand permissible activities or affect the
competitive balance among banks, savings associations, credit unions, and other
financial institutions. Sky Financial cannot predict whether any of this
potential legislation will be enacted, and if enacted, the effect that it, or
any implementing regulations, would have on the financial condition or results
of operations of Sky Financial or any of its subsidiaries.

  To the extent that the previous information describes statutory and regulatory
provisions, it is qualified in its entirety by reference to the full text of
those provisions. Also, such statutes, regulations and policies are continually
under review by Congress and state legislatures and federal and state regulatory
agencies. A change in statutes, regulations or regulatory policies applicable to
Sky Financial could have a material effect on the business of Sky Financial.

In addition, the information contained in Note 19 "Regulatory Matters" on
page 49 of Sky Financial's 2001 Annual Report to Shareholders is
incorporated by reference in response to this item.

Employees

As of December 31, 2001, Sky Financial and its subsidiaries had approximately
2,885 full-time equivalent employees.  Sky Financial and its subsidiaries
consider their employee relations to be good.  None of the employees are
covered by a collective bargaining agreement.

Certain Statistical Information Regarding Sky Financial

Certain financial and statistical information relative to Sky Financial as
required under the Securities and Exchange Commission's Industry Guide 3,
"Statistical Disclosure By Bank Holding Companies," and related discussion is
incorporated by specific references from the indicated pages of Sky Financial's
2001 Annual Report to Shareholders as indicated below.

                                                      Pages in 2001 Annual
                                                     Report to Shareholders

 Financial Ratios ................................             15

 Net Interest Income; Average Balance Sheets
  and Related Yields and Rates; Volume and
  Rate Variance Analysis .........................          17-19
 Loan Portfolio; Non-performing Assets;
  Risk Elements ..................................          21-22
 Provision and Allowance for Credit Losses .......          23-24
 Securities ......................................          24-25
 Deposits ........................................          25-26
 Short-term Borrowings ...........................             26

                                       10
<PAGE>

Item 2.  PROPERTIES

Sky Financial's executive offices are located in Bowling Green, Ohio. Sky Bank
operates over 210 banking centers, of which substantially all are owned. Also,
the information contained in Note 5 "Premises and Equipment" on page 37 of Sky
Financial's 2001 Annual Report to Shareholders is incorporated herein by
reference in response to this item.

Item 3.  LEGAL PROCEEDINGS

Sky Financial is not a party to any material legal proceedings, other than those
arising in the normal course of business. Management believes that any liability
resulting from such litigation would not have a material effect on Sky
Financial's consolidated financial condition or results of operations.

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

PART II

Item 5.  MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SHAREHOLDER
           MATTERS

The information contained under the caption "SHAREHOLDER INFORMATION" on page
56 and the information contained in Note 19 "Regulatory Matters" on page 49 of
Sky Financial's 2001 Annual Report to Shareholders is incorporated
herein by reference in response to this item.  Sky Financial's common stock is
traded on the NASDAQ National Market System under the symbol "SKYF."  At March
25, 2002, there were approximately 15,174 holders of record of Sky Financial's
common stock.

Item 6.  SELECTED FINANCIAL DATA

The information contained under the caption "SUMMARY OF FINANCIAL DATA" on page
15 of Sky Financial's 2001 Annual Report to Shareholders is incorporated herein
by reference in response to this item.

Item 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS

The information contained under the caption "MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS" on pages 16 through
27 of Sky Financial's 2001 Annual Report to Shareholders is incorporated herein
by reference in response to this item.

                                       11
<PAGE>

Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information contained under the caption "MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Market Risk
Management" on page 27 of Sky Financial's 2001 Annual Report to Shareholders is
incorporated herein by reference in response to this item.

Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The audited financial statements contained on pages 28 through 53 of Sky
Financial's 2001 Annual Report to Shareholders, and the information in the
unaudited Note 23, "Quarterly Financial Information (Unaudited)," is
incorporated herein by reference in response to this item.

With the exception of the aforementioned information and the information
incorporated in Items 5, 6, 7 and 14, Sky Financial's 2001 Annual Report to
Shareholders is not to be deemed filed as part of this report.

Item 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
           AND FINANCIAL DISCLOSURE

Sky Financial has not changed accountants during the two year period ending
December 31, 2001, nor has it had disagreement with its accountants on
accounting or financial disclosure matters.

PART III

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT

The information contained under the captions "ELECTION OF DIRECTORS" on pages
1 through 3 and "BENEFICIAL OWNERSHIP OF THE COMPANY'S COMMON STOCK" on
pages 6 and 7 of Sky Financial's 2002 Proxy Statement filed with the
Securities and Exchange Commission on March 4, 2002, is incorporated herein by
reference in response to this item.

The following table sets forth the names and ages and business experience of
each of the executive officers of Sky Financial.  Each executive officer of Sky
Financial is appointed by the Board of Directors on an annual basis, and serves
at the pleasure of the Board.

                                  Position With Company or               Officer
Executive Officer         Age     Subsidiary and Experience               Since*

Marty E. Adams            49      Chairman, President and Chief             1977
                                  Executive Officer of Sky Financial;
                                  formerly President and Chief
                                  Operating Officer of Sky Financial
                                  And President and Chief Executive
                                  Officer Of Sky Bank; formerly Vice
                                  Chairman of

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                                  the board, President and Chief
                                  Executive Officer of Citizens
                                  Bancshares, Inc. and The Citizens
                                  Banking Company

Frank J. Koch             48      Executive Vice President and              1988
                                  Senior Credit Officer of Sky
                                  Financial, and Senior Credit Officer
                                  of Sky Bank; formerly Executive Vice
                                  President of Citizens Bancshares,
                                  Inc.

Thomas J. O'Shane         54      Senior Executive Vice President and       1988
                                  Community Banking Chief Executive
                                  Officer of Sky Financial; formerly
                                  Chairman of the Board and President
                                  and Chief Executive Officer of
                                  First Western Bancorp, Inc.

W. Granger Souder, Jr.    41      Executive Vice President, General         1989
                                  Counsel and Secretary of Sky
                                  Financial and Secretary of Sky Bank;
                                  formerly Executive Vice President
                                  and General Counsel of Mid Am, Inc.;
                                  formerly employed as a securities
                                  attorney in private practice

Kevin T. Thompson         48      Executive Vice President and Chief        1998
                                  Financial Officer of Sky Financial
                                  and Tresurer of Sky Bank; formerly
                                  Senior Vice President/Controller
                                  of First of America Bank Corporation

Perry C. Atwood           47      Senior Vice President, Director of        2000
                                  Sales of Sky Financial; formerly
                                  Director of Sales of Sky Bank.

James F. Burwell          51      Executive Vice President/Profitability    1980
                                  Operations of Sky Financial; formerly
                                  President and Chief Executive Officer
                                  of The Ohio Bank; formerly Chief
                                  Operating Officer of The Ohio Bank;
                                  formerly President and Chief Executive
                                  Officer of First National Bank
                                  Northwest Ohio

Caren L. Cantrell         46      Senior Vice President/Chief Operation     1992
                                  Officer of Sky Financial; formerly
                                  Senior Vice President of Sky Technology
                                  Resources, Inc.; formerly Senior Vice
                                  President/Operation of National City
                                  Bank.

Phillip C. Clinard        52      Senior Vice President/Change Management   1975
                                  Office of Sky Financial; formerly Senior
                                  Vice President of Mid Am Bank.

Thomas G. Leek            53      Chairman and Chief Executive Officer      1989
                                  of Sky Technology Resources; formerly

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<PAGE>

                                  Senior Vice President/Bank Operations
                                  of Citizens Bancshares, Inc.

Richard R. Hollington III  38     President and Chief Executive Officer     1996
                                  of Sky Trust; formerly Senior Vice
                                  President/Integration Manager of
                                  Sky Financial; formerly Vice President/
                                  Sales & Service Support of The Ohio Bank.
                                  Richard R. Hollington III is the son of
                                  Richard R. Hollington, Jr., a Class III
                                  director of Sky Financial.


Thomas A. Sciorilli         54    Chief Human Resources Officer of Sky      2001
                                  Financial; formerly Senior Vice
                                  President/Human Resources and
                                  Administration of Penn National Insurance.

Curtis E. Shepherd          36    Senior Vice President/Marketing and       1997
                                  Product Development of Sky Financial;
                                  formerly Executive Vice President,
                                  Retail and Marketing of Sky Bank - Ohio
                                  Bank Region; formerly Senior Vice
                                  President of Marketing of Ohio Bank;
                                  formerly employed by Banc One Corporation
                                  and Citizens Banking Corporation

*   Includes period in which executive officer was an officer of a subsidiary
or acquired company.


Item 11.  EXECUTIVE COMPENSATION

The information contained under the captions "EXECUTIVE COMPENSATION" on pages
8 through 11 and "COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION" on
pages 12 and 13 of Sky Financial's 2002 Proxy Statement filed with the
Securities and Exchange Commission on March 4, 2002, is incorporated herein by
reference in response to this item.


Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information contained under the captions "ELECTION OF DIRECTORS" on pages
1 through 3, "BENEFICIAL OWNERSHIP OF THE COMPANY'S COMMON STOCK" on pages 6
and 7 and "EXECUTIVE COMPENSATION" on pages 8 through 11 of Sky Financial's
2001 Proxy Statement filed with the Securities and Exchange Commission on
March 4, 2002, is incorporated herein by reference in response to this item.

Sky Financial has no knowledge of any person or any group (as defined in
Section 13.d.3 of the Securities Exchange Act of 1934) which owns in excess of
five percent of the outstanding common stock of Sky Financial.

                                       14
<PAGE>

Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information contained under the caption "CERTAIN TRANSACTIONS AND
RELATIONSHIPS" on page 17 of Sky Financial's 2002 Proxy Statement filed with the
Securities and Exchange Commission on March 4, 2002, is incorporated herein by
reference in response to this item.


PART IV


Item 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a) The following documents are filed as part of this report:

                                                       Pages in 2001 Annual
                                                       Report to Shareholders*
(1) Financial Statements:
    Report of Independent Auditors ..................            28
    Consolidated Balance Sheets at
      December 31, 2001 and 2000 ....................            29
    Consolidated Statements of Income for
      the three years ended December 31, 2001 .......            30
    Consolidated Statements of Changes in
      Shareholders' Equity for the three years
      ended December 31, 2001 .......................            31
    Consolidated Statements of Cash Flows for
      the three years ended December 31, 2001 .......            32
    Notes to Consolidated Financial Statements ......          33-53

* Incorporated by reference from the indicated pages of the 2001 Annual Report
to Shareholders.  All schedules are omitted because they are not applicable or
the required information is shown in the financial statements or notes thereto.

The following Exhibits required by Item 601 of Regulation S-K are filed as
part of this report:

Exhibit
Number              Exhibit

  3.1   Sky Financial's Sixth Amended and Restated Articles of Incorporation
  3.2   Sky Financial's Amended and Restated Code of Regulations
  4.1   Shareholder Rights Agreement dated as of July 21, 1998, between Sky
           Financial and The Citizens Banking Company, as Rights Agent
 10.1   Sky Financial's Amended and Restated 1998 Stock Option Plan for
           Nonemployee Directors
 10.2   Sky Financial's 1998 Stock Option Plan for Employees
 10.3   Sky Financial's Non-Qualified Retirement Plan
 10.4   Sky Financial's Employee Stock Ownership Pension Plan
 10.5   Sky Financial's Profit Sharing and 401(k) Plan

                                       15
<PAGE>

 10.6   Form of Indemnification Agreement between Sky Financial and individual
          directors, certain officers and representatives.
 10.7   Employment Agreement between Sky Financial and Marty E. Adams
 10.8   Employment Agreement between Sky Financial and Thomas J. O'Shane
 10.9   Agreement by and among Sky Financial, The Citizens Banking Company and
          Frank J. Koch.
 10.10  Form of Change in Control Agreement between Sky Financial and certain
          officers of Sky Financial.
 11.1   Statement Re:  Computation of Per Share Earnings
 13.1   Sky Financial's 2001 Annual Report to Shareholders
 20.1   Sky Financial's Proxy Statement for its 2002 Annual Meeting
 21.1   Subsidiaries of Sky Financial
 23.1   Consent of Independent Auditors
 24.1   Power of Attorney


(b) Reports on Form 8-K

Sky Financial filed a report on Form 8-K with the Securities and Exchange
Commission as of November 15, 2001, announcing the completion the acquisition of
ten branch offices of Standard Federal Bank N.A. by Sky Bank - Mid Am Region.
The acquisition comprised of nine offices in the Toledo metropolitan area and
one located in Fremont, Ohio with total deposits of approximately $290 million.

                                       16
<PAGE>

                                  SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                         SKY FINANCIAL GROUP, INC.

                         BY: /s/ Kevin T. Thompson
                         Kevin T. Thompson
                         Executive Vice President and Chief Financial Officer

                         March 27, 2002

Pursuant to the requirement of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated.

                                  Signatures


Marty E. Adams           Director/President/CEO            March 27, 2002


Kevin T. Thompson        Executive Vice President/CFO      March 27, 2002

       *
George N. Chandler, II             Director                March 27, 2002

       *
Robert C. Duvall                   Director                March 27, 2002

       *
D. James Hilliker                  Director                March 27, 2002

       *
Richard R. Hollington, Jr.         Director                March 27, 2002


Fred H. "Sam" Johnson, III         Director                March 27, 2002

       *
Jonathan A. Levy                   Director                March 27, 2002

       *
James C. McBane                    Director                March 27, 2002

       *
Gerard P. Mastroianni              Director                March 27, 2002

       *
Thomas J. O'Shane                  Director                March 27, 2002

       *
Edward J. Reiter                   Director                March 27, 2002

                                       17
<PAGE>

       *
Gregory L. Ridler             Director            March 27, 2002

       *
Emerson J. Ross, Jr.          Director            March 27, 2002

       *
C. Gregory Spangler           Director            March 27, 2002

       *
Robert E. Spitler             Director            March 27, 2002

       *
Joseph N. Tosh, II            Director            March 27, 2002

*  The undersigned attorney-in-fact, by signing his name below, does hereby
sign this Report on Form 10-K on behalf of the above-named officers and
directors pursuant to a power of attorney executed by such persons and filed
with the Securities and Exchange Commission contemporaneously herewith.


                         BY: /s/ Kevin T. Thompson
                         Kevin T. Thompson
                         Attorney-In-Fact

                                       18
<PAGE>

                                   FORM 10-K


                                 EXHIBIT INDEX


Exhibit
Number              Exhibit

  3.1   Sky Financial's Sixth Amended and Restated Articles of Incorporation
          (incorporated by reference to Exhibit 3.1 of the Form 10-K of Sky
           Financial for the year ended December 31, 1999 filed as of March 23,
           2000)
  3.2   Sky Financial's Amended and Restated Code of Regulations
  4.1   Shareholder Rights Agreement dated as of July 21, 1998, between Sky
          Financial and The Citizens Banking Company, as Rights Agent
          (incorporated by reference to Exhibit 4 of Form S-4 Registration
           Statement No. 333-60741 of Sky Financial).
 10.1   Sky Financial's Amended and Restated 1998 Stock Option Plan for
          Nonemployee Directors (incorporated by reference to Exhibit 4 (d) of
          the Form S-8 Registration Statement No. 333-59312 of Sky Financial).
 10.2   Sky Financial's 1998 Stock Option Plan for Employees
          (incorporated by reference to Appendix H of the Joint Proxy
           Statement/Prospectus in Form S-4 Registration Statement No. 333-60741
           of Sky Financial).
 10.3   Sky Financial's Non-Qualified Retirement Plan
 10.4   Sky Financial's Employee Stock Ownership Pension Plan
 10.5   Sky Financial's Profit Sharing and 401(k) Plan
 10.6   Form of Indemnification Agreement between Sky Financial and individual
          directors, certain officers and representatives.
          (incorporated by reference to Exhibit 10.6 to the Form 10-K of Sky
           Financial filed as of March 16, 1999).
 10.7   Employment Agreement between Sky Financial and Marty E. Adams
          (incorporated by reference to Exhibit 10.3 of Form S-4
           Registration Statement No. 333-60741 of Sky Financial).
 10.8   Employment Agreement between Sky Financial and Thomas J. O'Shane
          (incorporated by reference to Exhibit 10.8 of Form 10-K of Sky
          Financial filed March 29, 2001).
 10.9   Agreement by and among Sky Financial, The Citizens Banking Company and
          Frank J. Koch.
          (incorporated by reference to Exhibit 10.11 to the Form 10-K of Sky
           Financial filed as of March 16, 1999).
 10.10  Form of Change in Control Agreement between Sky Financial and certain
          officers of Sky Financial.
          (incorporated by reference to Exhibit 10.12 to the Form 10-K of Sky
           Financial filed as of March 16, 1999).
 11.1   Statement Re:  Computation of Per Share Earnings
          (incorporated by reference from the information contained in Note 11
           "Earnings Per Share" on page 42 of Sky Financial's 2001 Annual Report
           to Shareholders). See Exhibit 13.1
 13.1   Sky Financial's 2001 Annual Report to Shareholders
          (except for the portions of the report expressly incorporated by
           reference, the report is furnished solely for the information of the
           Commission and is not deemed "filed" as part hereof).
 20.1   Sky Financial's Proxy Statement for its 2002 Annual Meeting
          (incorporated by reference from the information contained in

                                       19
<PAGE>

          Sky Financial's 2002 Proxy Statement filed as of March 4, 2002).
 21.1   Subsidiaries of Sky Financial
 23.1   Consent of Independent Auditors
 24.1   Power of Attorney

                                       20